Chao Down
by Prower Power
Summary: Cream discovers that a restaurant is opening in Station Square where you can order chao for dinner! Can Cream, Tails, Amy, and Marine stop Shadow once and for all?
1. Tasty Treats

**Chao Down**

**Chapter 1: Tasty Treats**

"Wha do you mean it's not against the law? It has to be! It's cruel and unusual! I've been raising chao my whole life!" I stammer as I look across the desk at the officer.

"I'm sorry Miss, but chao are not considered equals to us. If somebody wants to open a restaurant where you can eat Chao for dinner, that's their business. If you don't like it, organize a protest or something." He responds while scribbling on some paperwork, not even giving me the common courtesy of looking up as he replies.

"But it's immoral! Chao can feel pain!" I try to counter.

"Look kid, what do you want me to say? It's a free market economy. If customers don't like the restaurant, I'm sure it'll shut down in a couple of months. Besides, aren't you the girl that runs the dojo over on Canal Street? How do I know you're not just mad because you've got a little competition in the chao industry?"

I take a controlled, deep breath as I walk around the side of the desk to stand beside the officer.

"You look like you gotta a little anger management problem th—"

His smart-alecky remark is cut off as I slap him across the face.

"For your information, it's a training center, flower garden, and dojo. But more importantly, I would never approve of someone eating a chao!"

I spin around, my black summer dress whirling with me.

Everyone in the room stares at me as I head toward the door.

"Don't just stand there!" The wounded pride bearing sergeant barks while holding his hand against his cheek. "Somebody arrest her for assaulting a police officer!"

One of the young deputies sprints over to me and grabs my wrist.

"Sorry Miss Cream, but he's right."

"Whatever…" I huff as he lightly yanks my arms behind my back and locks a set of cuffs into place.

"The SSPD? What could they possibly want?" I feel a little uneasy as I see the name and number flash on my phone.

"He-hello?" I answer somewhat sheepishly.

"Tails? Ummm….hi."

I can't decide whether to laugh or cringe at the thought of Cream calling me from the police station.

"Cream, are you okay? What's going on?"

"I'm fine Tails."

"What about your mom? Is Chee—?"

"Everybody's fine. I just…need some help. I may or may not have assaulted a police officer. It's a trumped up charge." She tells me somewhat flippantly.

"Why might you or might you not have done that?" I ask nervously.

"You'll never believe it! Some freak is opening up a shop where people can order chao for dinner! And the police aren't going to shut it down."

"Why won't they?"

"They said it's not against the law."

"Wha? How is that possible?" I respond.

"I don't know, but I want to find out who's running the place."

"Yeah, this is suspicious. You want me to meet you at your apartment?"

"Umm….about that. I was actually kinda hoping you could bail me out." Cream squeaks.

"N-n-no problem. How much is it?"

"A thousand."

"Wow Cream. You're like a hardened criminal. How are you going to tell your mom?"

"Oh n-n-no! Mom can never know about this. It was hard enough to get her to let me rent my own apartment. If she found out about this, she'd make me move back in with her no questions asked!"

I stifle a laugh at her response.

"Ok Cream. No prob. I'll be there in a few minutes."

"Can I get a receipt for that?" Tails asks the receptionist.

"Sure." She gives him one of those obnoxiously fake smiles as she hands him a small piece of paper.

The sergeant I tapped on the cheek stands alertly beside me and unlocks the cuffs.

I reflexively rub my wrists, enjoying my newfound freedom.

"I won't press charges if you apologize." He tells me simply.

"Sorry…" I sneer as I narrow my eyes at him.

He glares back at me.

"And I don't want you snooping around that place, you understand?" He adds, looking at both of us sternly, but his eyes are almost shielded by the round brim of his dark blue hat. "Like it or not, that's someone's property and you got no right to go trespassin'."

"I think you mean 'you don't have any right to go trespassing.' I snap at him as we walk toward the door.

"Just keep talkin' missy!"

"Ah ah ah! Freedom of speech there cowboy!" I turn and pull down my eyelid and stick my tongue out at him.

"Cut it out Cream, let's go!"

"Whoa!" I'm practically yanked out the door as Tails drags me down the mostly empty sidewalk.

"You don't want them to arrest you again, do you?" He asks seriously as we stop at a crosswalk.

"If anyone should've been arrested, he should have been. For harassment or something." I counter.

Tails reaches up and presses the button to the let the traffic signal know we're here.

I look down and see Tails feet slowly moving back and forth. His mostly white shoes with black and red accents lightly tap the pavement as he steps around.

"Where is this place at? And how'd you hear about it?" He asks me as the light turns green.

"It's about a block down the street from my place. Tikal sent me a text and stopped by to tell me all about it this morning."

I hastily sift through photos on my phone until I find the ones I'm looking for.

I hand it to Tails.

"It looks like they're pretty much done with construction." He comments. "When's it supposed to open?"

"I dunno."

"And Chao Down is the name of the place?" He asks with a squeamish look on his face.

"That's what I thought."

"You think Eggman's behind this?" Tails ventures a guess.

"He could be, but since when does he try to run legitimate businesses?" I counter.

"Yeah, I guess you're right. Let's go see if anybody's home."

We make the short trip to the West side of Station Square.

The Chao Down building's exterior is entirely glass windows with black paneling. A simple black sign with light blue block letters with the restaurant's name reaches just above the roof.

The two of us put our heads up to one of the doors and shield our eyes so we can get a better look inside.

As I glance around inside, I see gleaming, speckled marble floors, leather booths, and tables.

Dim lighting gives the restaurant an exclusive aura.

"Whoa!" I let out a shout.

I was so distracted while looking around that I didn't notice an arm gently push open the door from the inside.

"M-M-Marine?" I hear Tails stutter.

"Oooiii! Didn't anyone ever tell ya not to spy on a bloke!" She laughs loudly as she rips Tails into a hug. "How's it goin' mate?"

They embrace lightly, but Marine quickly pulls away before even properly finishing the hug.

"And who's this cute little wallaby then?" The green skirt clad raccoon adds as she releases Tails and turns to me.

"Oh, this is Cre—."

"Well she'll be apples! So this is the infamous Cream Tails is always goin' on and on about!" Marine short circuits Tails introduction.

"He likes you this one does." Marine pretends she's whispering to me but is talking loud enough for people across the street to hear. "You should'a 'eard what he had to say while he was helpin' us back on the island. He missed you like a koala misses eucalyptus in the winter. I tell you, it was piti—"

The rest of Marine's sentence is garbled as Tails wraps one hand around her mouth and tries to restrain her.

"Owww!" Tails yelps as he quickly retracts his hand from her mouth, examining his fingers for teeth marks.

"What's the big idea? I was gonna tell her how you said you wished Cream was 'ere and that you thought she was the prett—."

"Marine, be quiet about that! We want to know why you're opening this shop!" Tails shouts over the rest of her sentence. "Are you really planning on selling chao for customers to eat?"

Marine looks at us like we're the crazy ones.

She flicks her bangs out of her eyes and blinks at us a couple of times, as if she's trying to calculate if we're really serious about the question we just asked her or not.

"Of course mate! Chao are tasty little buggers! I never had one til' I moved 'ere to Station Square!"

"But Marine, chao are sacred creatures. Guardians of the chaos emeralds!" I shout.

'Fine job of doin' that they did, didn't they?" Marine remarks, staring at me fiercely. "The chaos emeralds caused a lot of problems in my world and yours from what I hear."

Tails looks at her with soft, concerned eyes.

"Is that what this is? You're just taking out your anger on defenseless little chao?" I bark.

"I'm not mad at the chao! I told you already! They taste delicious! A little sweet barbeque sauce, some salt and red pepper, bake at 350 for 35-40 minutes…yumminess to the extreme mate!"

I turn my face away in disgust.

"Look, there're a couple of potential investors coming by tomorrow night to sample the cuisine, but I've got some in the oven right now. Trying to perfect the recipe." Marine says genuinely. "Have an open mind. Try a bite."

"You're sick!" I spout, narrowing my eyes at her.

"What's your favorite food there, then?" Marine asks me genuinely, still keeping a step between us.

Tails fidgets nervously as I stand by his side.

"Ice cream," I reply coolly.

"What else do you like?"

"Well….salads and…chicken with alfredo sauce pizza from Midori's is the best! And turkey sandwiches and hamb—."

"Ah-ha!" Marine points at me loudly. "So you like chicken and turkey and beef?"

"So?" I retort, trying to hide the fact that I know where Marine is going to take this argument .

"What about the poor birds and cows that the meat comes from? Aren't their lives just as important as a chao's?"

"That's different." I cross my arms defiantly, refusing to look Marine in the eye.

"Oh, so you're the only one that gets to choose what's saaaacred and what's not?" Marine waves her hands in the air as if she's casting a spell.

"That's not it at all." I try to mount a defense. "But chao are like dogs or cats. I mean, it's just not right to eat them. Cheese is my friend for crying out loud!"

I know I have a pitiful look on my face as I look at Marine pleadingly.

"Where are you getting these chao that you're cooking anyway?" Tails asks suddenly.

"In the fields out beyond the Mystic Ruins. There's tons of them out there. But I'm thinking the different varieties from different regions might have different tastes. That's one of the topics I'm planning on discussing with my investors."

I continue in my useless effort to try and stare Marine into submission.

"Who are these investors, if you don't mind me asking?" Tails continues as he nervously scratches the back of his head.

"Ahhh ahhh ahhh foxy. A good businesswoman doesn't divulge her clients identities so easily." Marine jokingly wags her finger in shame at him. "I don't know how well the public is going to receive our offering. So in case it is unpopular, I don't want their reputation to be ruined by their association with the restaurant."

"What?" I snap, a little lost by Marine's long reply.

"It's a secret ya silly dingo!" Marine almost good-naturedly jokes with me.

Can she not tell I'm really ticked? I think in surprise.

"Is there anything I can do to make you change your mind?" I ask sincerely.

"No, Cream. There's not. The first commercials are set to air Thursday night. Grand opening is this Friday if all goes according to plan."

I can feel tears welling up in my eyes as I stare back at her, trying to figure out why in the world she is so intent on doing this.

"But yes, to answer you a little better, it does bother me that chao can't do anything but try and persuade people to use the emeralds' positive energy for good." Marine continues, now looking toward the ground as she talks.

Tails frowns a little at this comment.

"It's not that simple Marine. The chao aren't able to physically fight like that. The echidna clan that Tikal was a part of were supposed to play a role in the actual defending of the Master Emerald and The Chaos Emeralds." I tell her. "Now, that's kind of mine and Sonic's responsibility." He tells her before giving her a quick wink.

"I know mate. I'm not blaming it on the chao. That's not what I mean at all. But ever since I decided to come back with you guys to Station Square, I've been having a tough time trying to make it on my own. This could be my chance to be a real success!"

Marine waves us into the kitchen thru a set of swinging double doors.

I go inside but wait by the door with arms crossed as Tails follows behind her.

Marine grabs a pristine white rag from the counter by a chef that's slicing lettuce and carrots, folds it in half and opens one of the black, double-decker ovens.

She and Tails wince a little at the heat radiating out.

"Don't they look delicious? And how about that smell? So sweet and moist!" Marine gently sniffs the air over the pan.

Something about this isn't right. I continue to think as I wait sullenly by the door. I have to find out who these investors are and why Marine is fronting for them.

"I'm leaving Tails. You gonna stick around?" I ask him plainly as I preemptively push open one of the swinging doors.

"Maybe for a little bit. I'll catch up with you later." He looks at me with wavering eyes.

"Suit yourself." I mumble as I storm out of the restaurant.

"Take a look at 'em." Marine waves her hand over the baking pan, ushering some of the aroma toward my crinkling nose.

I would certainly never admit it to Cream, but the smell is making my mouth water.

Whoever prepared them for baking did an amazing job. It's not anything at all like I feared. I had in my mind an image of chao just cooked whole with a frown on their face and a spiky emo ball above their head, but that's not the case at all.

The chao have been cleaned and cut into small steaks and strips. Each gleams with the gentle red barbeque and red pepper glaze Marine told us about earlier. If I hadn't known better, I wouldn't know this was chao at all.

Marine takes a small knife with a black handle and lifts one of the steaks onto a serving tray. She deftly uses a nearby fork and cuts off a small piece.

"Here ya go Tailsy! Try it!" She grins as she holds the fork out to me.

"I guess it's going to be up to me to find a way to shut this place down." I think seriously.

I get lost in my thoughts as I meander down the sidewalk.

"What can I do to stop this? Maybe if I gather all seven of the chaos emeralds I could turn into….nahhh I don't have enough time for that." I shake the idea from my head.

"Maybe Sonic could help me?" I think optimistically as I open the door to the greenhouse of the flower garden. "Then again, he might be close enough to Marine that he won't stand up to her either. Just like Tails."

I feel hot as I aimlessly wander down the simple dirt path that curves through the garden.

The late afternoon sun seeps in around me in tangerine tinted hues.

I need an ally. Somebody that knows how to get some inside information. My mind races as I start to formulate a plan.

It's time for Super Stealth Spy Cream to get to work!

**End Chapter 1**

Author's Note: Let me know what you think of the premise of this one. If it's too strange of an idea that's not worth continuing, just let me know. I'm going to try to keep all scenes in first person (even if it means changing characters several times in the same chapter). I hope this won't be too confusing and will make it more interesting for the readers. And thanks for any feedback! It's always greatly appreciated.

Coming up next time: What can Cream do to stop chao from being sold for dinner? Who are Marine's mysterious investors? And what did Tails think of the barbequed chao? Find out next time!


	2. I Spy With My Little Rabbit Eyes

**Author's Note:** Thanks for the comments on the confusing narration. I've labeled any change in narrator to make it less confusing and hopefully more enjoyable for you guys.

And as far as the genre/category…I didn't really know what to put this in. I will change it if it strays too far away from any particular category, but it seems to fall in a bunch of different ones. Let me know where I should put it and I'll change if you want.

**Chao Down**

**Chapter 2: I Spy With My Little Rabbit Eyes**

**(**_**Cream's 1**__**st**__** person POV)**_

"When I wake up in the mornin' and the alarm gives out a warnin—"

I smack my phone a couple of times until I hit the button jackpot to make the noise stop.

I groan weakly as I push back the covers and sit up.

They ruffle softly as I sit on the side of my baby blue comforter covered bed.

It took me forever to calm down enough last night to be able to go to sleep. And Tails never stopped by, so I didn't get to find out how he really felt about the whole thing at the restaurant.

I guess that just means I was right in thinking I'm going to have to stop this myself. I remark grimly in my mind.

I still can't believe he wasn't as outraged as I was by the idea of eating chao!

And of all the possible sleezeballs that could've been behind this, I never would've expected someone like Marine! I've got to find out what happens at that meeting with her 'investors' tonight. I think pointedly.

"Hey Cheese…" I sigh softly.

I pet the side of his head hesitantly as he flutters beside me.

He has a question mark above his head as he looks at me with obvious concern.

I've purposely kept from mentioning any of this out loud around him yet.

Then again, that might not be doing him any favors. I may need to take extreme measures to protect him, Chocola, and the others we board in the training center if Marine's suppliers are actually capturing chao to bring to the restaurant.

I know she only said they were harvesting them in the fields by the Mystic Ruins, but I don't think she told us all the details of her little operation.

"Did you already eat breakfast?" I ask Cheese as I slide on my fluffy orange slippers.

He nods happily and leans back slightly in the air and rubs his stomach as if he's about to bust.

I touch the home button on my cell and quickly open up a new text message:

_Rouge, are you busy?_

I put my phone down on the little oval shaped wooden table in the kitchen. Opening the cabinet, I grab a glass, reach in the fridge, and start to pour some Cran-Apple juice, but I nervously check my phone just in case.

No answer yet.

I shakily pour some juice and take a couple of sour sips.

Cran-Apple juice always makes my throat dry.

Cheese seems to be distracted in the living room, so at least I don't have to worry about him at the moment.

I've got a couple of hours before I have to open up the flower shop and dojo downstairs.

Thankfully, the first class I teach doesn't start until ten today.

I hope I can figure out how I'm going to fix this before then.

I hear my phone rattle against the table. I scramble over to pick it up.

_no what's up sour cream?_

_Don't call me that! And I need your help._

_Sure but what can I help u with?_

_This is one of those areas that your expertise will come in handy._

_Well you're gonna have to be a lot more specific 8P. which area? fashion? dancing? jewel….collecting?_

_Spying._

_Cream Cream Cream! Spying is such a dirty word! I prefer to call it…espionage._

_Fine, but this is serious. Are you at your apartment?_

_yeah but I can come to ur place. B there in 10 min._

I put my phone back down on the table and sigh heavily before finishing off my juice and heading back upstairs to get ready for whatever Rouge has to teach me.

_**(Rouge's 1**__**st**__** Person POV)**_

"Alright, now the most important thing is that black is your friend. It's concealing and it looks great." I tell her with a smirk. "Try these on."

I toss her a ruffled pile of clothes.

The past half hour of conversation about spying…err….espionage…has been eye opening to say the least. I don't think Cream has a complete grasp yet of what all this will involve.

I turn around as Cream puts on the spy outfit I brought for her.

She hesitantly moves around as she examines the grappling hook, rope, and throwing stars around the waist of the suit.

"Is all of this really necessary?" She asks me as inspects the sharp end of the grappling.

"If what you told me is true, this could be a dangerous situation." I tell her plainly.

"But I thought the whole point of spying was not to get caught!"

"Ideally yes, but you have to be able to defend yourself if the need arises!"

Cream looks a little broken after the verbal beating I just gave her.

"Cream," I compose myself and wait until she looks at me with the eyes of a puppy that just got caught chewing on her master's slippers. "I'm going to be right there the whole time, so nothing should happen, okay?"

"No Rouge, you're right." Cream stares at me confidently. "If I'm going to do this, I've got to toughen up."

"Good girl. What time are these investors supposed to arrive?" I ask her as I plop onto her extremely soft and cushiony sand colored recliner.

"I don't know exactly. Marine just said tonight." Cream replies.

"No problem then. We'll just have to wait them out. Let's get there around seven just to be safe."

"But how are we going to get inside without anyone seeing us?"

"Don't you worry about that Sour Cream. I've already got a plan for that."

"Rouge, don't call me that! It was just one time that I got mad! I am not a mean rabbit!" She puts her hands on her hips defiantly.

"Of course not, because if you were, you wouldn't be trying to interfere with the legitimate open of someone else's business." I smile slyly at her.

"You mean you're okay with eating chao?" She snips at me.

"I'm not saying I am and I'm not saying I'm not. I'm your mercenary Cream. You hired me." I tell her simply. "I work for you."

I point at her like a candidate would at the end of a campaign ad before uncrossing my legs and snuggling into the comfyness of the chair a little more.

I hear Cream slouch down on the couch as I keep my eyes closed.

"Wake me up around 6:30 and we'll get going." I remark as I feel myself begin to doze off.

I'm so tired I can barely even think. I just…

"Knock knock knock!"

I'm jarred awake by the tapping on the front door.

"Hey Cream, are you there?" I hear Fox Boy's voice call out.

"T-Tails?" Cream seems to have been snoozing too as she struggles to get across the living room.

She glances thru the peep hole for a quick check before twisting the lock and opening the door.

"Why didn't you text or call?" She asks him seriously.

"I just wanted to see if you needed any help after last night. Are you doin' okay?" He says sweetly to her with one hand nervously kept behind his back.

"Wha' do you care?" She snipes at him shortly. "How was the chao? Well done enough for you?"

She has yet to let him inside.

The doorway stands between them like an unmovable boundary that will forever keep them apart.

Perhaps that's a little too melodramatic? But then again, based on what Cream told me…ahhh…I've got to stay focused here. I am on the job after all.

I yawn without covering my mouth as I lean up from the chair.

"You tried the chao?" I sit up straight and as I look from my obstructed view toward the door. "How'd it taste?"

Cream shoots me an angry stare.

"Kinda like rabbit." Tails scratches his head nervously as he replies.

"What?" Cream shrieks as she turns back glare at him in fear and anger.

"I'm only kidding Cream!" Tails laughs a little. "I've never….I don't…..I haven't eaten rabbit….in a long time."

Cream continues to frown at him with her arms crossed and left foot tapping.

"I'm only teasing Cream. Marine wanted me to try the chao, but I couldn't. It just didn't feel right." Tails continues.

"Thank you." She says gently and sounds genuinely relieved, letting some of her anger die down.

Cream steps back from the door and waves Tails inside.

"What's with the outfit Cream?" Tails turns to look back at her as he walks toward the three cushioned couch. "I guess that's why you're here?"

Tails turns and smiles shyly at me.

"Sweet as ever Fox Boy." I smirk at him as I remain seated.

"Rouge is going to help me sneak in there tonight to find out who Marine's investors are." Cream takes a seat on the far end of the couch.

Tails sits down beside her.

"I don't guess you're interested in helping?" Cream pouts as she crosses her arms and looks across the living room at the tall, curtain concealed window.

"Of course I am!" Tails chirps. "I might even have a few tools to help us out!"

"How do I know we can trust you Tails?" Cream stares at him intensely as she turns to face him.

"Wha?" Tails almost blushes as Cream sticks her face close to his.

"Well, what am I supposed to think after last night?" Cream's defiance continues.

Her nose is almost pressed up against him as she continues to challenge him.

"I'm sorry Cream, but I didn't want to blow my cover."

Tails hangs his head in defeat.

"Wha do you mean?" Cream says, now looking at the downtrodden fox with some sympathy.

"I don't like the idea of eating chao anymore than you, but I had to come up with a diversion to stick around. Something about Marine running that place seems fishy."

"What are you getting at Tails?" I ask him as I recline and cross my feet on the dark chocolate colored coffee table situated between the couch and the recliner.

"Think about it." He gestures with his hand as if he's lecturing.

Tails pulls a small notepad and sleek black pen from the pocket of the dark khaki shorts he's wearing.

"Back on her island, Marine was an expert at building ships and sailing the high seas. All that kind of stuff." He begins to sketch a crude picture of the raccoon girl on the ocean. "And everyone around knows that Station Square Sound has some of the best fishing in the world."

I nod at him in acknowledgment of his observation.

"Surely someone like Marine could make a lot of money fishing or at least building boats and giving tours." He continues. "It doesn't make sense that she would take a chance on building a restaurant that would serve controversial dishes like chao or whale sushi or something."

"But Tails, she said she was doing it because they tasted good too." Cream continues as she grabs his hands.

"If I have to watch you two kiss, it's gonna cost you extra." I giggle at Cream as she realizes I'm still here.

She releases Tails' hands and spins around to face forward.

"Either way, I think Marine is hiding something. Or maybe she's being forced to do this against her will?" Tails offers, turning to get my opinion.

"But she's only been here a couple of months? Who would have anything against her anyway?" Cream counters.

"Look, we can sit here and talk about what ifs all day long. The fact is, we don't have enough information. That's part of why we're going there tonight." I state.

"Tails, are you in?" Cream turns to him.

"Sure, I've always wanted to break the law." Tails rolls his eyes.

I laugh out loud a little at his remark.

"Rouge, does he need a spy outfit too?" Cream looks at me as if I'm the authority on all things associated with espionage.

"Outfit?" Tails seems to recoil in fear at the word.

"Yeah, I'll go see what I can dig up."

"I've got a class to teach at ten and I'm busy the rest of the afternoon, so do you just want to meet here at five thirty?" Cream suggests.

"Sure thing."

"Thanks Rouge."

Cream gets up to walk with me to the door but I wave her off.

There's no need of such formalities around me.

I casually wave so long to them as I walk out the front door and take off toward my apartment.

_**(Cream's 1**__**st**__** person POV)**_

"Ichi-ni-san-shi!" I count quickly as I go thru the motions of the quick strike attack in front of the class.

Each of the trainers and chao are lined up side by side on the thick blue mats that cover the floor of the dojo.

I adjust my black belt and look over the class to make sure everyone and every chao's suit is clean and white.

I run the best Chao Dojo in town and it didn't get this way by letting students wear dirty karate uniforms in class.

"It's important to remember that the element of surprise is the most important part of achieving victory." I tell them. "Vary your attack patterns to keep your opponent off guard."

Blaze and her light purple chao Fuchsia that she's been giving Water Drives to are my best students.

I was surprised to say the least at first at their ability, but Blaze and Fuchsia are serious students. Always on the first row in spot 1C, just to my left.

Blaze takes the form and focus of the training very seriously. Sometimes she's here even before I am working with a punching bag and helping Fuchsia with her endurance.

I've often wondered why she's so focused on improving Fuchsia water abilities, but the Tournament of Champions is next month, so I guess I'll just have to wait and see. Maybe she's honing Fuchsia's other abilities at home.

"Ichi-ni-san!" I do a series of quick back kicks with my heel.

Blaze couldn't be one of the investors could she? The thought shoots thru my mind.

I nearly lose my balance but wobble around a little and manage to maintain my pose.

"Are you alright Sensei?" Blaze, as serious as ever, senses my lack of focus.

"I'm f-fine." I tell her plainly, even adding a little glare for added effect.

She nods strongly at me before resuming her practice strikes.

"Let's do some sparing." I instruct them.

I make it thru the rest of class without another embarrassing slip up, but I have trouble staying focused throughout the rest of the day.

_**(Tails' 1**__**st**__** Person POV)**_

"Is the mask really necessary?" I ask the girls as I feel like I'm going to suffocate before long.

"Yes." Cream and Rouge reply in unison.

"But it's uncomfortable…" I complain, already wondering what good can possibly come out of attempting to break into someone else's property. While they're inside no less!

"Stop complaining Tails. It's all part of the job!" Rouge smirks at me as she gives me the once over.

I feel completely out of place in the black shirt and dark grey pants.

The mask is making my head hot and itchy.

"Let's go you two, it's time to fly!" Rouge remarks as she leaps off the balcony of Cream's seventh floor apartment.

Cream gives me a nod of encouragement as we set off behind the swiftly swooping bat.

Rouge mostly keeps us shielded behind skyscrapers on the way across town, so we're virtually out of sight.

As the restaurant comes into view, Rouge quickly turns to us and points for us to dive down.

Cream and I exhange worried gulps as we angle after her.

Rouge deftly swoops around and lands on the back roof of the building.

Cream and I land softly beside her.

"Rouge, why are we on the roof? How are we going to get in from here?" Cream whispers.

"First things first…" Rouge gingerly steps toward the edge of the gently sloping roof. "Tails, do remember seeing any particular table set up in preparation for her guests while you were in there last night?"

"Yeah, it was one toward the front I think…over here." I reply as I carefully walk away from where Rouge is standing.

"Well then, let's just have a look. Cream, could you hold onto my feet for me?" Rouge asks her.

"Umm….sure."

Rouge gingerly lowers herself onto her belly and Cream firmly grasps her high black boots that have just a hint of pink outlines.

Rouge grabs a quick peek over the edge and through the glass window before lifting her head again.

"Looks like you were right Tails." Rouge pushes herself up. "We'll be entering from back here."

"But Rouge, how are we going to get in there without them finding out?" Cream asks again.

"Simple." Rouge turns to grin at her before jumping slightly off the surface of the roof.

I watch in awe as she spins her foot and the tip of the boot cuts a small circle in the ceiling. Rouge gently lands and pulls some kind of blade from her belt and slowly traces the rough circle.

She extracts the rock and glass with little effort and waves us over as she looks inside.

As I peer thru the hole, I notice the restaurant has one two-sided booth with three place settings prepared.

The rest of the restaurant looks complete and ready to go. I observe. I guess all Marine is really waiting for is the ok from whoever these investors are.

"Okay Rouge, we've got a way in, but how are we going to observe them without getting spotted?" I ask, deferring to her obvious experience with these kinds of operations.

"See those pillars?"

Several sleek, dark black supports with intricate carvings are positioned at four corners of the restaurant near the center. Each one should be within earshot of the prepared table.

"Since the special guests aren't here yet, when the coast is clear, we can swoop in and land on the support railings in the ceiling, all the while staying concealed by the pillars." Rouge informs us.

"Okay, let's take the one on the left. I think it gives us the most cover." I offer a plan.

"Sounds good foxy." Rouge replies.

Cream nods firmly.

We all give each other a quick glance as we see Marine walking toward the kitchen.

As soon as I hear the door swing open, I slide thru our self-made entrance and fly toward our designated hiding spot.

I land in a crouch on the support beam and see my partners expertly complete their landings as well.

I begin to worry how long we're going to have to wait, but I quickly lose my train of thought I see the kitchen door open again.

Marine walks back to the table and inspects everything one more time.

The lighting is dim and there's some soft, slow jazz music playing.

Rouge puts a finger over her lips as she carefully positions herself so that she's hanging upside down by her boots.

I barely feel the pressure of one of Cream's fingers on my forearm as she gestures toward Rouge.

I awkwardly try to get upside down, but my tails thankfully make supporting myself a little easier.

Cream manages to hook her boots around the support beam with little trouble.

Rouge shakes her head vigorously as we join her, suspended upside down.

"You two can't do this. The blood will go to your head." She hisses lightly.

"We'll be fine." I mouth back as I wave her off.

I take slow, short breaths thru my nose and try to compete with myself to see how quiet I can be.

I soon hear one of the front doors of the restaurant slide open and footsteps approach.

"I'm honored you could make it Shadow." Marine tells him quite formally.

Aside from the shock of knowing who it is, I tremble in fear that Cream is simply going to launch herself at Shadow in a violent rage. Then again, Cream isn't really the type to do that sort of thing, right? Right?

Gulp.

"Please, have a seat. I'll let the chef know we're ready." I hear the leather seat squeak slightly as Marine gets up to walk toward the kitchen again.

She soon returns with a white apron wearing cook not far behind.

"We're not waiting for our other guest?" I hear Shadow remark.

"First come first served." I hear Marine reply coolly.

"I like your style raccoon."

There's a short silence as the chef removes the cover to a tray.

"Here it is. The next big thing in fine cuisine! Red Pepper Sweet Barbeque Chao." Marine says in somewhat of a grand announcement.

"Looks delicious." Shadow remarks.

"You'll notice the soft red color of the meat and of course we can prepare them to any customer's liking. The light glaze adds an eclectic touch, don't ya think? We plan on serving each eight ounce steak with a side of fresh cut green beans and garlic mashed potatoes. Your input on the menu is of course highly appreciated and any changes you want can be made."

"And you've got an adequate supply?" He asks sternly.

"Yes, I've secured several suppliers that can provide us with a total of 3,000 chao per week." Marine continues.

Their voices suddenly die down as I can only hear the faint rise and fall of their mumbling.

Feeling like I'm moving my head at less than a millimeter per second, I turn to look at Cream.

She seems to be focused only on making out whatever Shadow and Marine are saying, but I see fear in her eyes as well.

She notices me staring and closes her eyes. As she opens them again, she's looking away from me toward the far wall.

"Hey…" I can barely hear myself whisper at her.

Doing my best three-toed sloth imitation, I reach for my belt and grab three ear bugs.

I feel Rouge staring at me from my right.

I turn to face her as she looks at me with an evil eye.

She puts her finger over her lips again and gestures for us to get back on the railing but nothing more.

I return her look as I hand her one of the bugs.

She gives me the slightest nod of approval as she gently hooks the device on her right ear.

I swiftly attach mine and turn to hand one to Cream as well.

She gives me a sweet smile as I start to help her place the listening device on.

She finishes sliding it into position and I turn my head back toward the table.

"—m willing to invest 50,000 rings, but I get a 35% cut of the profits. And I'm not involved in the day to day operations. Just the big picture stuff. The rest is up to you." I hear Shadow offer. "And my identity is not to be revealed under any circumstances."

I begin to get engrossed in the conversation again, when I feel a hand gently touch mine.

I turn back to see Cream mouth thank you at me.

I smile back at her, quickly losing track of what I'm listening to.

"Well then mate, I think we've got a deal." Marine comments.

"It really is delicious. So sweet and moist." Shadow remarks as silverware gently clinks against a plate.

I hear them both stand up.

"Here's your check." He continues.

I hear him tear a slip from his book.

Suddenly, I feel kind of hot. And a little lightheaded. I struggle to turn and look at Cream.

"Cream?" I whisper as loudly as I think is safe.

Her head seems to be swaying woozily.

"Shh!" Rouge snaps at us, whipping her head around. "What is wrong with you two?"

"I don't feel so good." Cream drowsily comments.

"Cream!" I shout as I see her feet release from the beam.

I reach out for her with my hand but my tails begin to unravel.

"Wahhhh!" We both yell as Cream crashes head first into a table with me not far behind.

"What the?" I hear Shadow jump back from their table.

I struggle to my feet and help Cream up, hurriedly glancing over her to see if she's hurt.

"Alright, what's the big idea, ya dirty dingo?" Marine calls out as she steps around the pillar.

I glance up at Rouge who is back up on the support beam, stealthily pressed against the wall.

"You two again?" Marine yells.

I defensively wrap my right arm around Cream as both Marine and Shadow step toward us.

"What's going on?" Shadow asks, smirking in my direction. "Trying to save the world by yourself these days?"

"Eating chao is wrong! How can I make you see that?" Cream implores them.

I feel her wince as she grabs her shoulder.

"We're not doing anything wrong." Shadow remarks snidely, curling his fingers in and examining his nails. "This is all on the up and up."

"We'll see about that." I snarl at him as I step in front of Cream. "Why don't you want anyone to know you're financing this place?"

"We'll see indeed." Shadow grins slyly as he ignores my question. "I'm sure the police will be very interested to hear why you've broken into our little establishment."

"They're repeat offenders in fact. They were tryin' to break in here last night Shadow they was!" Marine smirks as she flicks open her cell.

"What? That's a lie Marine!" I challenge her in shock. "You let us in here."

"Who do you think they're gonna believe?" Shadow smirks maniacally as he approaches Marine and wraps his arm around her.

I feel my eyes cower in fear as I hold Cream close around me.

"Whether you believe it or not Tails, I run this town! Anything I say goes! I want this restaurant to succeed and there's nothing you can do to stop it!"

**Chapter 2 End**

Coming up next time: Will Tails and Cream stick around until the police arrive? With just two more days until Chao Down opens, can anything be done to stop Shadow and Marine's plan? And what do Tikal and Sonic have to say about all this? Find out next time!

As always, thanks for the comments and feedback! I appreciate it a lot! I haven't written much fan fiction lately, so I apologize for the lack in quality of this one. I wanted to start shaking out the writing cobwebs over the holiday weekend.


	3. Entering Shadow's Realm

**Chapter 3: Entering Shadow's Realm**

_**(Tails' POV Entire Chapter)**_

"Cream, we've gotta get outta here now!" I shout.

She winces in pain and reflexively tries to grab her shoulder as I pull her towards the back of the restaurant.

"You stay here Marine and deal with the cops! I'm going after them!" Shadow barks as he leaps at us.

"Yes Master Shadow." I spin around and keep Cream shielded as I hear Marine's response.

"What's going on Shadow?" I ask him fiercely.

He extends both of his arms out to shrug like he doesn't know what I'm talking about. A disgusting smirk spreads across his face.

I look over him at Marine.

Her blue eyes seem to have hazed over to a dull, lifeless glaze.

"What'd you do to her?" I snarl at him.

Shadow rolls his eyes at my question.

"I told you already Tails. I run this town now. Marine works for me! She's under my control!"

"W-wha do you mean?" Cream asks as she puts her hand on my shoulder and tries to get me to move out from in front of her.

"Thanks to this," Shadow begins as he looks longingly at the light blue chaos emerald he takes out of the left pocket of his black coat. "I control Marine's actions."

I look closely at the gem as Shadow spins it around. As he continues to spin it, I see a small chunk of it missing.

"Shadow, how did you manage to break a chaos emerald?" I ask him.

"That's none of your concern." He replies coyly, still smiling a smug I'd like to smack off his face. "But let's just say Marine is hanging onto a little piece of this emerald for me."

"What do you mean? How is that possible?" Cream questions him.

"I managed to hide part of this chaos emerald in Marine's eye. I can read her thoughts and control her actions as I please."

"But why are you going to this much trouble just to open a restaurant? Are you working with Robotn—?" I begin to ask before I'm cut off.

"Grow up Tails! This has nothing to do with that moron!" He snaps.

I scowl as I see Rouge quietly escaping through the hole in the roof.

A lot of good she did us. I think dryly.

"Then why are you doing this? Why do you want people to eat chao?" Cream almost sounds like she's begging him for an answer.

"What do you care?" Shadow smiles sinisterly again. "You don't need to know. You're going to be dead soon anyway."

"Wha?" Cream and I both gasp.

"Chaos Spear!" Shadow flings energy blades at us in a flash.

"Whoa!" I dive backward and tackle Cream to the ground.

"We gotta go!" I roughly pull her up as Shadow's shots blast thru the back of the restaurant.

Cream is running with me step for step as we leap into the back alley behind the building.

"Die!" Shadow says coldly as he skates toward us, wildly flinging chaos spear shots around.

"C'mon Cream, this way!"

I see her wincing with every step as her shoulder must really be stinging.

Thankfully I see the dumpster I was looking for.

I quickly reach behind it and fling a souped up yellow and black Extreme Gear board out. I activate the power supply as Shadow barrels thru the wall at full speed.

"Grab on Cream!" I offer to help her up as she leaps at me and grasps onto me with her arms wrapped around my chest.

"Here we goooo!" I set off and take a sharp right, zipping down a narrow alleyway between two empty office buildings.

I hear Shadow's speed shoes swishing away as he chases after us.

I see a chain link fence with barbed wire approaching rapidly.

"Hang on tight Cream!" I warn her as I tilt us back and launch us up and over the fence.

Shadow futilely flings another set of chaos spears at us, but I maneuver around and dodge them with ease.

After a few more seconds of intense adrenaline, I have enough courage to look back and see that taking to the air has caused Shadow to give up his chase.

I pull up a little on the speed and coast through the air above the now busy nighttime downtown of Station Square.

I look down a little and see Cream's eyes closed as she still clings to me in pain.

"Cream, are you alright?" I look at her with a little blush creeping across my face. "We're safe now."

"Tails?" She hesitantly opens her eyes.

"Hi." I tell her with a smile.

"How did you do that? How did an Extreme Gear board get behind that dumpster? The odds of that happening have to be like fifteen million to one!" Cream exclaims.

"I put it here last night after I got through checking the place out. Marine escorted me out the front door. I circled around back. She never could've seen me."

"You mean you planned for this?"

"I told you Cream, I just didn't believe what was going on. I still can't believe Shadow is using a chaos emerald to control Marine though. Why would he go to all this trouble?"

"Tails…"

I feel Cream staring at me. I turn to look at her as I can't help but smile at her again in a silly way.

"I'm so sorry." She says sadly.

She looks away from me as she talks.

"I thought you didn't believe me. Even worse than that, I was beginning to think you weren't on my side in all this. I apologize for not trusting you. I know that must have hurt you."

Cream continues to insist on looking down and away from me.

"Don't worry about it Cream. It's no biggie." I tell her honestly.

"Dang it Tails! Yes it is!" I feel her lightly slap me in the back of the head with her one good remaining arm. "I should have more faith in my friend than that."

I laugh a little as I turn to look at her.

"Speaking of friends…" She begins as she latches her arms around me again. "What was that Marine was saying you said before you so rudely interrupted her the other day?"

"Uhh…ohh…well….ya know….just…." I suddenly get extremely flustered and forget how to speak my native language. "She was askin..."

"Asking what?" Cream grins at me slyly.

"Well..you know….when we were on Seagull Island….she wanted to know…if there was any cute girl back home that I missed…."

"And you said…."

I swear Cream is drawing this out because she enjoys seeing me squirm. I think as I blush even more.

"And I said that I missed you…a lot. Because you were sweet and nice to me and had really warm eyes and were the prettiest girl I'd ever m—"

We both nearly fall off the hover board as I feel Cream swing around and kiss me on the lips.

This is my first kiss, so I don't know if they'll all be as good as this one, but if they are….I don't know why Sonic keeps turning them down from Amy all the time.

This kiss is warm and sweet and makes me happy. I can't think about anything else but this kiss and Cream.

She continues to cling tightly to me with her one good shoulder as we zip toward my house back at the Mystic Ruins.

As we coast along the shore, above the abandoned beach's waves, I feel the moonlight wrap around us.

I see my workshop come into view over the peak of the hill.

"Hey…Cream?" I wiggle slightly, trying to wake her gently.

She looks up at me quickly, as if she'd only been pretending to be asleep.

"We're here." I smile sheepishly as I tell her.

"Wait a minute…Tails!" She looks at me with serious distress on her face. "Doesn't Shadow know you live here?"

I nod thoughtfully at her question.

"Even if he does, I don't think he'd come all the way out here tonight. I think he's gonna be scheming what his next move will be." I tell her, giving her a mouth closed smile.

I slowly bring the Extreme Gear board to a crawl and hover closer to the ground.

The power supply gently hums to a stop.

I jump off, landing on the pebble covered ground with both feet and help Cream by offering her my hand

"C'mon Cream, let's get you inside. I'll take an X-ray of your shoulder and see what we're dealing with."

"Since when are YOU a doctor?" She nudges me in the stomach.

I laugh loudly at her playing.

"Since I say I am!" I joke with her back. "I actually just thought it would be good to have an X-ray machine around just in case of emergencies, and this just so happens to be an emergency!"

I reach for the little brass key from inside my pants pocket.

I unlock the door and step inside with Cream right behind me. I flick on the switch by the door that turns on the overhead light in the kitchen.

"Hello Tails."

I jump back at least a foot, nearly knocking Cream to the ground as I see Shadow leaning against the counter by the sink with his arms crossed.

"What took you so long?"

"Wha' do you want with us Shadow?" I snap at him, feeling my canine teeth reflexively showing as I growl at him. "Get out of my house!"

"Now now now little Tails. I'm just returning the favor! You broke into my restaurant, so I thought, 'What would be better than me breaking into your house?'

Shadow smirks at me again before he turns to fiddle with one of the power bracelets on his wrists.

"Get out of here Cream." I tell her as I refuse to take my eyes off Shadow.

"No way Tails." She defies my command.

"Yes Cream. Do stick around. I think you would make another great servant to add to my collection."

I reach for Cream out of instinct and wrap my arm around her wrist.

Before she can even glance back at me, Shadow launches himself at me.

Cream jumps to the side as Shadow tackles me to the ground.

His momentum rolls us over so that I end up on top of him. He flings me off with ease and tries to jump up and punch me but I jump away. His fist narrowly misses my face.

"Maybe I'm going about this the wrong way." Shadow comments as he takes a deep breath, turning to Cream.

She turns to run but he instantly jumps at her, wrapping his arms around her.

"You can't escape Cream! I've just got to slip a piece of this chaos emerald into your eye and you'll be m—gahhhnn!"

Shadow yells out as Cream heel kicks him in the right knee.

Without a word, Cream spins around and kicks him with a sweeping slash across the face, sending him flying into the wall.

The blue chaos emerald twirls to a stop by the door.

I look at Cream in amazement as she simply shrugs at her amazing martial arts prowess.

"We can't stay here. Let's go!" I yell as I grab the chaos emerald and dart through the door.

I launch my Extreme Gear board again and we blast off toward the jungle surrounding the Mystic Ruins.

"Where are we going Tails?" Cream asks as we zip above the tops of the thick, green trees.

"I don't know Cream. We've got to find somewhere safe, for now at least." I tell her.

I feel her nod as she continues to look over the peaceful landscape surrounding us.

Birds randomly call out short ticks and tweets, but the night air is otherwise still and cool.

"At least we've got the chaos emerald he was using." I comment as I offer it to Cream to hold.

"Yeah, but look at the chunk that's missing." She says as she runs her fingers over it. "How did he break it?"

"That's what I've been wondering too." I tell her truthfully. "Chaos Emeralds are supposed to be even harder than diamonds."

"Do you think that's the only one he had?"

"It's hard to say."

"Would Marine still be under his control now?"

My eyes shoot wide open.

"I hadn't even thought about that." I confess. "Maybe she's still at the restaurant?"

"Maybe…but if Shadow was using this to control her…do you think we could contact her at least or maybe find out where she is?"

"I dunno Cream, that could be dangerous. Using Chaos Emeralds for mind control is something I don't know anything about."

"Yeah, but I bet Shadow's on his way back to find her."

"I think he might still be knocked out on my kitchen floor." I laugh a little. "How did you do that to him?"

"Oh, that's just basic stuff. I am a trained professional black belt though, don't ya know." Cream snickers a little at her bragging about herself. "You should drop by for a class sometime."

"You teach?"

"I told you Tails. I do more than just sell flowers at my shop."

"I'm impressed." I admit genuinely.

"Well, we wouldn't be here without your planning and quick thinking too."

"I dunno about that…" I push away her compliment.

"What should we do though?" Cream sighs. "I think we should go check and see if Marine is okay."

"I don't know. Shadow might be waiting for us again, and this time he might be better prepared." I warn her.

"But she needs our help!" Cream counters.

"What about Sonic or Amy?" I suggest.

"Amy would be good in a fight, but we need somebody with some inside knowledge about the Chaos Emeralds. And I haven't heard from Sonic in a couple of weeks. You know how he gets when he's in one of his 'I want some alone time' moods." She replies.

I look at her and nod.

We both grin a little at Sonic's…unique outlook on interactions with society.

"We have to save Marine. Shadow might try to hurt her, especially if he can't control her anymore." Cream stands firm on her suggestion.

I feel Cream looking up at me intently. I glance down at her and nod confidently.

"Alright, let's try to go find Marine. But first, let's drop by Angel Island and pay Knuckles a visit. Hopefully he knows something about how Shadow is separating Chaos Emeralds." I throw out a plan.

"Let's do it!" Cream responds enthusiastically.

"Hang on tight!"

I fire up the speed on our board as I turn to the east and race toward Angel Island.

**Chapter 3 End**

**Author's Note:** I apologize for the delay between chapters. Hope you guys are still enjoying it. Thanks for reading and any suggestions/comments are always appreciated!


	4. Wall to Wall Coverage

**Chapter 4: Wall to Wall Coverage**

_**(Cream's POV)**_

"I already told you! I don't know anything about cutting chaos emeralds and using them for mind control!" Knuckles yaps at me.

"Oh, I see. So you're just like some big bouncer at a club. All brawn and no brains?" I snap back at him.

He turns, crosses his arms, and looks away with a frown on his face.

"Tails, you need to get your girlfriend under control."

"Hey!" I immediately step in front of Tails and poke Knuckles in the white crescent shaped moon of fur on his chest. "You got something to say to me, you say it to my face."

"Whatever happened to all that Mr. Knuckles, Knuckles-san, and the nice, polite Cream I used to know?" Knuckles smirks at me.

"I'm still as sweet as ever." I grin slyly at him as I put my hands on my hips. "I just don't take it well when people are rude to me or Tails for no reason."

"Look rabbit, I'm not trying to be impolite, but I don't know anything about slicing off a piece of a chaos emerald and implanting it in someone's eye to make them come under your control."

"Liar."

I shake my head at him in disappointment.

"Why you!" Knuckles takes a step toward me in anger.

I respond by swiftly taking his legs out from under him with a sweeping slice kick.

"Ahhnnnannhh….."

His eyes wander a little as he lies on the ground, seemingly very disoriented.

"Oh, that's it little girl. I tried to be reasonable, but now…." Knuckles threatens me as he shakily pushes himself up with both hands.

"Uhh…Cream?" Tails has his hand out and is about to step in front of me.

"Not necessary Tails, I know how to handle morons like him!"

"Who you callin' a moron?" Knuckles charges at me strongly, his purple eyes fiercely trained on me.

I simply side step him, grab him by the wrist, and use his momentum to help flip him over and slam him to the ground on his back again.

Knuckles groans as he lies in the dirt with his eyes closed.

"Okay, okay! I give!" He concedes as he blinks a couple of times.

He remains still for a few seconds before gingerly starting to push himself up again.

I goodnaturedly offer him a hand and help him to his feet.

"Since when did you become such a hand to hand combat expert?" He asks me.

"You should've seen her smackin' Shadow around!" Tails chimes as he makes an exaggerated series of chops and kicks.

"I do more with the chao than just teaching them how to grow flowers and eat cookies." I tell Knuckles simply. "We do karate and a lot of strength and conditioning training."

"Well…I'm impressed to say the least." Knuckles begins. "But I'm being honest. The Master Emerald has the power to keep the chaos emeralds under control, but as long as only individual Chaos Emeralds are being used, I don't know of anything I can do to help."

I frown intently at him.

"Have you tried talking to Tikal?" He adds.

"No, we haven't. I haven't heard from her since the other day when she told me she saw Chao Down."

"Why haven't you kept in touch with her?"

"We didn't really think this would be her area of expertise." Tails comments. "Do you think she might know something about the Chaos Emeralds and the Master Emerald that you don't?"

"It's definitely a possibility." Knuckles begins to grin. "It's like you said. I'm just a big, stupid bodyguard. Tikal's family was entrusted with guarding the shrine that used to hold all the emeralds. I'm sure she'd know more about it than me."

The three of us share a short laugh together.

Dawn is just beginning to break over the horizon. The moonlight still beams down around the floating shrine that holds the Master Emerald.

"Have you even tried contacting Marine with that thing?" Knuckles volunteers.

"Umm…actually…..no." I tell him as toss the emerald back and forth between my hands.

"Here Tails, why don't you give it a try?" I hesitantly chunk it toward him.

He catches it in his right hand and carefully inspects the deep blue gemstone.

"Well….I guess that's not such a bad idea. Here goes…"

I hear him gulp slightly as he closes his eyes and holds the emerald against his forehead.

He is so cute sometimes. Well…who am I kidding. He's cute all the time.

"Marine….if you can hear me…you're safe now. Get away from Chao Down as fast as you can! Go to 3201 Peach Orchard Drive Apartment 7C. We'll meet you there."

Knuckles seems to be as enthralled as I am as we watch Tails.

The emerald dimly flickers as Tails waits for a reply.

"Yes." I hear Marine's response.

Thank goodness she's okay! I think gratefully.

Tails' eyes open as he pulls the emerald away from his forehead.

"Let's go. We don't want to keep her waiting." Tails says seriously.

"Yeah, especially if Shadow's after her." I add.

"Thanks for the advice Knuckles, and my apologies for beating you up." I bow slightly to him with hands straight against my legs.

"Wha—you did not beat me up!"

Tails fires up his hover board and zips over beside me.

"Whatever you say." I smile at him as I hop on and wrap my arms around Tails stomach.

We both wave at him as he stares back at us with a smirk.

Tails zips off and we race back toward my apartment in Station Square.

_**(Cream's POV continued)**_

"I'm getting kinda worried Cream. If Marine was still at the restaurant, why hasn't she gotten here yet?" Tails asks as we sit on the couch, facing each other. "Do you think Shadow got to her first?"

"I dunno Tails, but Marine seems like a strong girl. She'll be alright." I reply, trying to make Tails and myself worry a little less.

I hesitantly place my hand on his as he fidgets nervously.

"C'mon, let do something to keep our mind off it until she gets here." I push myself up from the couch and head toward a side door that leads downstairs to the training center.

Tails seems somewhat reluctant as he quietly follows behind me.

We wordlessly make our way down two floors to the empty dojo.

I flip on the lights and dimly illuminate the room.

The early morning sunlight is just beginning to creep in through the clear glass windows that line the walls.

"Here Tails, put this on." I hand him a uniform and a white belt.

I quickly slip on mine and the black belt hanging near the bonsai tree near the back wall of the room.

Tails gets the uniform on with no problem, but struggles with the next step.

"Uhh…Cream? How do I tie this belt if there's no holes in it?"

"Here, I'll show you."

I effortlessly take it from him and wrap it around his waist twice and make a noticeable knot on the side.

"Ta-da!" I look over my handy work as Tails seems uncomfortably restrained by the confines of the uniform.

"Okay Tails. Time for lesson one: Heel strikes. Make both hands into strong fists and establish a strong, shoulder width stance." I demonstrate for him. "Now, pick up one leg like so…"

I cringe as Tails crashes to the ground with a thud.

"Balancing isn't really my thing…" He woozily says as I kneel by him.

"Here, I'll help you." I smile at him gently as he resumes his stance.

I stand behind him and steady his hips as he wobbly stands on his left leg.

"See…now pretend I'm the big bad Shadow! Strike! Quick! Move your leg down with force! Heel first!" I turn my leg away to avoid the strike as Tails makes a quick move.

"Again!" I shout.

Tails gets so focused on the repetition, he doesn't realize that I've backed away and am not even helping him balance anymore.

"Again!" I command him as I walk in front of him. "Ichi-ni-san!"

Tails furrows his brow as he focuses on his kicks intently.

"Stop!" I tell him after his tenth kick.

"How'd I do Teach?" He breathes deeply as he resumes a normal standing position.

"That's Sensei to you!" I tell him as I try to keep from laughing.

"Okay…Sensei." He snickers a little. "How do you get to move up to higher belt colors?"

"You have to pass a test. Sparring…endurance…that sort of stuff."

"Wow, you must've been really dedicated to get all the way up to a black belt."

I shrug my shoulders sheepishly at his compliment.

"Chao Chao!"

I turn my head at the voice.

"Hi Cheese!" Tails says warmly as we turn toward the door that leads upstairs.

"Chao Chao?"

I wave him over.

"He wants to know if he can train with us." I translate for Tails.

"Of course. I'm sure he's much more advanced than I am for sure." Tails humbly rubs the back of his head.

"Nahh…you'll be an expert in no time." I reply as I step closer to Tails, my height being just an inch or two shorter than his. "You just need to stop by and train more often."

I blush a little at my offer.

"I-I'd like that." He replies as he gets all fidgety again.

"Chao!Chao!ChaoChao!" I hear Cheese huff as he alternates kicks and punches in a back left corner of the room on a little black punching bag.

"Tails…is there a reason you're so nervous around me?"

I grab both of his hands with mine.

"What? I'm not nervous…"

I can feel him almost trying to pull away from me.

"Well, you should be!" I chirp as I launch myself at him with both arms open and tackle him to the blue mat covered floor.

We both laugh as I end up on top of him.

"I am kinda scared though Cream." He suddenly stops his laugh.

"About what?"

"What Shadow's trying to do? It still doesn't make any sense. And I'm worried I won't be able to stop him."

"Tails!" I tell him as I go from simply lying on top of him to holding him down as if we were actually sparring. "It's not just you against the world. I'll always be there to help you!"

I give him a quick kiss on cheek before slowly releasing him from having him pinned to the ground.

"Really?" He replies.

Without warning he rolls us over so that's got me trapped beneath him.

"But…" He begins.

"Really!" I easily twist my feet together with his and flip around to break free of his hold.

"It's not that simple Cream!" He snaps as he closes his eyes and tries to turn his head away from me.

He gathers himself as we both get off the floor.

"Tails, we can do this! We have to! Sonic won't always be around to help us!" I say, somewhat coldly.

"That's not it Cream." Tails says softly as he hangs his head.

I step forward, but refrain from touching him as he continues to droop his head.

"Earlier…when you kissed me…I realized…" I hear his voice crack a little.

"Tails…it's alright." Without even giving him time to notice, I wrap my arms around him, hugging him tightly.

Every muscle in his body is tense as I try to hold him, hoping to relieve some of his fear.

He gingerly moves his arms and wraps his them around my waist to make it not such a one-sided hug anymore.

"I love you too." I add softly as I pull my head up from his shoulder, ever so slightly.

"You….l-l-love me?" He struggles to ask as he pulls his head back. "But….why?"

I can't help but grin at him and shake my head in disbelief.

"Tails! I love you because…you're a lot like me. You're quiet and sweet and loyal. You're not a loudmouth like some echidnas we know. You're not a show off like Sonic. But you always…always…always help me. You're always there for me when I need you."

"But that's not true Cream! I haven't been able to help Marine. I haven't stopped Shadow! I'm just not good enough for anybody."

His soft, sky blue eyes waver in pain as he turns from me again.

"You're wrong Tails!" I tell him as I try keep myself from crying and smiling at his humility at the same time. "Who else would've thought about how we would need to escape if we got in trouble at the restaurant while we were spying on them?"

I wrap him in another hug, trying to make my point again.

"If you hadn't hidden that Extreme Gear board behind that dumpster, we'd both be dead right now! Or worse yet…mind controlled slaves of Shadow!"

Tails reluctantly nods at me as he shakes a tear from his eye.

"I like how you think things out Tails! You don't just go crazy chasing after something." I say before hastily kissing him on the lips.

I see his eyes still open as I close mine, but I feel his arms wrap around me, deepening the kiss. I can only assume his eyes are closed now too.

I pull back and smile at him as this strange warmth that only a kiss gives you washes over me.

"More importantly than all that," I begin as I feel a little blush cross my face. "I like that you like me. I never had to bake you cookies or beg you to hang out with me. You always wanted to me my friend and that meant more to me than you could possibly imagine."

"I'm so sorry Cream." Tails still seems shocked as he now looks at me in the eyes. "I never knew I meant that much to you. I was always…worried…that I was bothering you or that you wouldn't want to be close to me…like that. But…"

He hugs me briefly again and pulls back with his arms still around my waist.

"I love you too." His voice gets softer as he finishes the phrase.

We both hug tightly again.

The warmth of a hug is a lot like the warmth of a kiss, but just a little different. The warmth of hug is an all over feeling. While the warmth of a kiss starts on your lips and spreads throughout you. They're both easy to remember, but always seem to last such a short length of time.

I continue to gently cling to Tails as I rest my head on his shoulder, hoping he can breathe easy, knowing how much he truly means to me.

"Chao Chao! ChaoChaoChao!" I feel Cheese kick me in the side of the leg before jumping over and giving Tails a few jabs as well.

"Ding Dong!" I hear my apartment doorbell chime as I turn toward the stairs.

"Do you think it's her?" Tails wonders aloud as we hear it ring again.

"Let's go find out!" We unwrap from our hug and sprint upstairs, hoping to find Marine outside my apartment.

I take a quick look through the peephole and hurriedly whisk the door open.

"Marine?" I ask as her eyes still seem to have that hazy glow to them.

"Yes," She says in a monotone voice as she steps inside.

I close the door and usher her toward the living room, but she doesn't follow.

"Are you alright?" Tails inquires.

Marine doesn't respond.

"I wonder…" Tails theorizes. "Let me try something…"

"Marine…please sit on the couch." Tails requests of her.

Again, Marine doesn't move.

"Cream, would you hand me the emerald?"

I nod and hurriedly toss Tails the dark blue chaos emerald.

Tails holds the gem against his forehead before beginning again.

"Marine, sit on the floor crossed-legged and suck you thumb."

I look on in shock as she does exactly as Tails commands.

"Stop Marine." He continues.

Tails' request is granted.

He opens his eyes and takes the emerald away from his forehead.

"This is it. Shadow must've been using the emerald to control Marine's actions from far away. In the meantime, like when they met at Chao Down, he let her act freely, but she must've known he could still control her at will if he had the emerald."

"So he was holding her hostage?" I ask.

"Exactly. She was either his mind slave or she could act freely, as long as it was in accordance with Shadow's wishes." Tails hypothesizes.

"What can we do to help her?"

"Lemme try something…" Tails begins as he commands Marine to lie on the couch.

I watch on in fear and amazement as Tails carefully lowers the broken chaos emerald toward Marine's eyes.

The dark blue emerald begins to blink frantically as it nears the raccoon.

I cringe a little as I see a small hunk of emerald begin to be lifted from her pupil.

After extracting itself completely from her eye, it swirls around the broken emerald Tails is holding and locks into place where a piece had been missing.

Marine's eyes remain closed for a few minutes as Tails examines the now restored emerald.

I kneel beside the gently breathing girl as Tails turns his attention to her.

"Marine? Marine…" He whispers.

Her face cringes as he struggles to speak.

She wiggles on the couch as her eyes begin to open.

"Marine, are you okay? Do you feel alright?" I ask as I see the brightness of her eyes restored.

"Yeah mate…never better." She still looks like she's hurting as she moves so that she's sitting up. "Where are we?"

"We're at Cream's apartment downtown. We had to get you to a safe place before Shadow found you. Do you remember anything about what happened?" Tails informs her.

"Well I'll be a dingo's sister! This is the legendary Cream that Tails was always talkin' about, is it?"

Tails and I turn to face each other. Marine must not remember anything she said from when we met at the restaurant.

"What's the last thing you remember?" Tails inquires.

"That crazy bloke Shadow showed up by me boat on the beach and wanted to know if I'd seen or heard of any chaos emeralds in the area lately."

We both listen intently to Marine's story.

"I told him how I didn't want nothin' to do with those buggers anymore. They seem to cause so much trouble for anybody that has one. Then he got all mad and attacked me and….that's all I remember. What happened?"

Marine suddenly gets a panicked look on her face.

"Is my boat alright? Please don't tell me he hurt her! Oh the horror!"

Tails and I both share a little laugh at Marine being concerned more for her boat than for her own safety.

"Actually, something did happen." Tails starts as he tells Marine about everything that's taken place in the past few days.

"I am so sorry Cream. I'd never mean to hurt your little chao! I know they mean so much to you!" Marine is practically begging for my forgiveness as she kneels at my feet.

"It's alright Marine. Don't worry about it. I know it wasn't you doing that now." I tell her softly as I coax her to her feet. "The important thing is that we have to find out what Shadow is up to and stop him once and for all!"

"Well count me in! I want some revenge!" Marine calls out as she stomps into the kitchen. "Do you have any lemonade?"

"Uh..yeah...back of the top shelf." I stifle a laugh at Marine's ability to change the conversation so quickly.

Marine busies herself measuring the mix and sugar as Tails and I lean against the counter.

"So, what's the plan?" Marine nonchalantly asks as she carefully pours a quart of water in a big plastic pitcher with the other ingredients.

"Well, we were hoping you knew where Shadow's been hiding." Tails mentions as he props himself up on the counter with his feet dangling below, brushing against the drawers.

"I'm sorry mate…I don't remember anything since Shadow attacked me." Marine continues to busy herself by cutting a few lemons with a short, sharp knife and squeezing them roughly into the pitcher.

"Well, the good news is that the restaurant took so much damage the other night, I bet there's no way Shadow will still try to open it on Friday." I point out.

"Yeah, thankfully." Marine replies.

"But what about that other investor…" Tails wonders as I see him rubbing his chin. "Who could it be?"

Marine looks mournful as she apologizes again for not being able to remember anything that happened while she was under Shadow's control.

"I dunno, but at least we've got this emerald. That should at least keep Shadow from controlling anybody else. Unless he has some of the other emeralds." I offer my thoughts.

I yawn loudly, it just now dawning on me that we've stayed up all night without any sleep.

"Cream's right." Tails nods as he snickers a little. "I think we could all use a little rest. How about we catch up on our sleep and then see if Tikal knows anything about all this?"

"But I just made lemonade!" Marine huffs as she stops in mid reach, with her fingers grasping three small glasses.

We all laugh as we each share some lemonade, standing around the kitchen counter.

I take a few big gulps at first, but slowly savor the second half of my glass.

"I never knew you liked lemonade Marine. Do lemons grow on Seagu—?"

Tails question is cut off by a crumbling explosion as energy blades rip through my front door, window, and the counter.

Shattered glass sounds like sharp raindrops as they rain on the hardwood floor of my apartment's entranceway.

I yelp as I fall to the ground out of instinct, hoping to avoid being hit.

"Cream! Marine! Are you alright?" I hear Tails call out.

I scramble to my feet and feel Tails touch my back as we stand side by side behind what remains of the now shattered grey and white countertop.

We both look down and see Marine struggle to her feet just behind us.

"Give me the emerald and the girl or you're all dead." Shadow says darkly.

He scowls at us as he leaps over the rumble by the front door.

"Tails, we've gotta use the hover board again!" I implore him, feeling more and more panicky by the second.

"We can't Cream. Extreme Gear can only have two riders at a time. Any more than that and we won't be able to make it off the ground." Tails tells me.

"You two go on without me. I'll take care of this crazy dingo by meself." Marine, suddenly bursting with confidence, tries to step in front of us.

"No way Marine! We're in this together." I tell her firmly.

Tails nods confidently in agreement.

Shadow's eyes widen as he sees Marine's regained control of her own thoughts and actions.

"So, they restored the emerald? How sweet…" He snarls as he looks at her.

"You're gonna pay for what you made me do to those chao and what you did to me!" Marine suddenly screams as she leaps at Shadow.

"No Marine! Don't!" I yell as I reach for her, but she's already beyond my grasp.

"If that's the way you want it…" Shadow springs into the air, seemingly intent on finishing us all off with one attack.

"Chaos Spea—aghhh!"

Most of the ceiling is obliterated as Shadow's attack is sent searing above us.

He reflexively reaches for his face as Cheese slices through the air and lands a direct attack across his cheek.

Marine leaps at Shadow and wraps herself around his back but he flings her off with ease.

She violently crashes into the couch on the other side of the room.

"Chaos S—"

A tremendous thud is heard as most of the far wall comes raining down in pieces of plaster and sheetrock as Shadow is slammed through the air.

"Do you guys have any idea what time it is?" Amy says slyly as she leans against her hammer by where the front door used to be.

"Why you little…"

Before Shadow can finish his insult, Amy leaps across the room and, swinging her hammer like a golf club, smashes him into the only remaining wall of my living room that hadn't been damaged yet.

Shadow lies motionless on the floor.

We're all in varying states of shock as Amy looks over her handy work.

"C'mon you guys. We better get outta here!" Amy implores us as she suddenly leaps toward the stairwell. "Follow me!"

"Here Tails," I wince a little as I try to hook Marine's arm around me shoulder. "Let's get her up."

Tails flutters across the room and helps me get Marine out of the apartment and down the stairs.

As we sprint through the lobby of my apartment, we're going about as fast as anybody could, seeing as how we're practically running a six-legged race, but we soon spot Amy drive up in a red, top-down sports car.

"Get in! Hurry!" Amy yells as she jumps out and opens one of the back doors.

We lay Marine down in the back and I sit with her, keeping her head on my lap.

"Marine? C'mon Marine! Wake up!"

I can feel hear breathing, but she's not answering me.

Tails leaps over the door and into the driver's side seat, while Amy hurriedly pushes the ignition button and floors it, spinning the wheels as she peels out of the parking lot.

I almost feel the need to check and make sure the car has airbags as Amy quickly zips in and out of traffic through downtown.

She turns her head and looks over her right shoulder as she makes a sharp cut across three lanes to reach an interstate on ramp.

I breathe a sigh of relief as Amy finally hits the cruise control as we begin coasting along the highway.

She turns to look at Tails and me before grinning and asking one question.

"So guys…where to?"

Chapter 4 End

**Author's Note: **Sorry for the long delay between chapters. I couldn't decide where I wanted to leave this chapter off at.

I hope you guys are still enjoying this one, and I hope I am presenting the characters (especially Tails and Cream) in a realistic way.

As always, feedback and suggestions are warmly welcomed and Thank You Very Much for Reading! I really appreciate it!


	5. Shadow's Source

**Chapter 5: Shadow's Source**

_**(Tails' POV)**_

"I'm sure it'll be fine. Nobody knows I have this place up here." Amy scoffs as she jiggles the key to unlock the door.

"I don't think it's that simple." I tell her as Cream and I gingerly carry Marine inside.

I'm supporting her legs and back as Cream carefully cradles her head.

"Tails, do you think she's gonna be alright?" Cream speaks softly as she stands beside Marine after we lay her on the couch.

I kneel next to her, quickly checking her pulse.

"Yeah, she'll be okay, but let's get some ice for her head and arms. She'll probably just have some deep muscle bruises, but if she has a concussion we don't want to take any chances."

I can see Marine breathing slowly, yet steadily.

"What Tails? You think Shadow'll do like Sonic does and just run around and around until he's covered every square inch of ground to find us?" Amy asks as she plops into an oversized, sand colored recliner.

"He won't have to. It's just a theory, but there's only one way Shadow could be finding us so easily."

"You mean he knows where we are?" Cream jerks her head up as she speaks.

"I think he can sense the energy coming from the chaos emerald." I explain as I pull the blue emerald we captured from him out of my pocket and roll it onto Amy's oval shaped coffee table.

"But if he could do that, why hasn't he gathered the other emeralds already?"

"He may have, but I think he has to familiarize himself with the unique chemical properties of each emerald before he can track them down again."

"Well that seems kind of useless." Amy adds.

"Isn't that the main reason he was created?" I counter. "We have to remember that Shadow was created for evil. If we're going to stop him, we have to change who Shadow is…and I don't know if anyone can do that."

Amy and Cream look sorrowful as they consider my hypothesis.

"Don't get me wrong, I don't think he's only capable of evil, but Shadow has to be permanently altered if we want to stop him from coming after us and the chaos emeralds again and again and again." I continue.

"Yeah, otherwise we might have another Eggman on our hands." Amy comments as she heads into the kitchen to get some ice for Marine.

"But how could we change him, Tails? Doesn't all change have to come from inside someone's heart?" Cream says seriously as she stands beside me. "Our only other option would be to…kill him."

She looks away, seemingly ashamed to have even used the word.

"Hopefully it won't have to come to that Cream." I tell her with a small smile. "Maybe Tikal can help us? You said she's the one that told you about Chao Down in the first place, right?"

"Yeah, maybe she can…" Cream still seems unusually depressed as she pulls her cell phone out of her pocket.

Amy returns with several ice packs as I help her place them on Marine's head, neck, and back.

She continues to rest peacefully as we look over her.

Cream sends out several quick text messages and receives almost immediate replies as her phone softly shakes.

Cream responds before sliding her phone shut and glumly walking over to a chair on the opposite side of the room from Amy's recliner.

"I sent Tikal the address. She'll be here in a few minutes." Cream sighs as she props her head up on her arm and turns away from us.

"Cream, what's wrong?" I say softly as I walk across the room and stand beside her.

"Tails…I'm just…mad at myself right now."

"Why?" I ask her simply.

"I can't believe all of this has happened. Hundreds of chao were cooked and eaten as part of Shadow's crazy scheme. And now he's out to get all of us. Marine's hurt and you, Amy, and me are all in danger."

"So?"

"So? Tails! What do you mean 'so'?" She snips at me.

"So, we'll take care of it. It's no big deal Cream. We can overcome anything right?"

Without a second thought, I grab her hand.

She immediately turns to face me.

"It's my sworn duty as your boyfriend to protect you, riiiight?" I feel myself blush a little at the embarrassing things I'm saying.

"Ah-hem!" Amy coughs loudly to get our attention.

We both turn to look at her quickly.

"Marine may be unconscious, but there are others of us in the room that you are subjecting to your lovey-doveyness."

"Sorry." Cream and I mutter as we sheepishly look away.

"Wait a minute Amy. Since when are you not a fan of lovey-dovey stuff?" Cream pipes up with a smirk on her face.

Amy laughs a little at Cream's comment.

"I'm just teasing you two. Go ahead Tails, kiss her all your want. Nobody's stopping you."

I feel my face go cold as Amy crosses her arms and stares at me.

I can't summon the power to make my muscles turn and face Cream.

Does Cream want me to kiss her in front of Amy? Is Amy wanting me to kiss Cream in front of her? I wonder frantically. I can't do this! But, then again, I guess I don't have much choice.

"Wha…"

One of the ice bags resting on Marine's head crashes to the floor with a crackling thud.

"Marine! You're awake!" I exclaim as she starts to sit up. "Don't move! Just rest!"

I sprint across the room to her side.

"I'm fine mate…just a little sore." She reaches for her lower back as moves into a sitting position.

"You got off lucky this time Tails." Amy grins cruelly at me.

"Where's Shadow?" Marine asks as she closes her eyes and leans back.

"Still at Cream's apartment I guess. Amy whacked him pretty good with her hammer a couple of times." I tell her.

"Then what's the plan? We've got to stop him once and for all. I don't want him controlling me ever again." Marine says fiercely, opening her eyes with a serious glare.

"Tikal's on her way over. We're hoping she'll know what we can do to stop him." Cream explains.

Almost on cue, the door bell rings.

"Ooo, that'll be her now!" Cream walks over to the door to let her in.

As Cream opens the door, I see her eyes light up in fear.

I sprint toward her and leap at her as Shadow flings chaos spears into the room.

I tumble across the entranceway with Cream wrapped in my arms.

My head bangs against the wall roughly as we roll to a stop.

"I thought I'd be a little more cunning and get you to let me in this time." Shadow scowls as he looks around the room at us.

Even though we're surrounding him on three sides and have him outnumbered, I don't like our chances.

I feel myself gasp as I see him shove Tikal into the room with his arm wrapped around her neck.

"Look who I ran into on the way up here." He shakes her as she cringes.

Her orange locks partially shield her face.

"Now Tikal, I'll ask you again. Where is the silver emerald? It's the last one I need!" Shadow demands.

"So you do have the others!" I say softly as I get to my feet.

I keep Cream shielded behind me as best I can.

"Shadow, you know I can't tell you that. I am the guardian and protector of the chaos. It would be a betrayal of my du—ahnn!"

Tikal winces as Shadow slaps her harshly.

"I guess you're smart enough to know I can't kill you, but maybe you'll change your mind if I kill one of them!"

Everybody remains tense as we stare at each other, with only the occasional blinking ruining our concentration.

"First, I'll take that one back." Shadow roughly releases Tikal and sprints toward the table with the blue emerald on it.

"You know Shadow, you've got some nerve coming into my house like this. After I already kicked your butt once today."

Amy confidently walks toward him.

"Shut up!" Shadow flings a chaos spear at her that she somersaults over with the help of her hammer.

Amy lands perfectly and prepares to connect a blow to Shadow's stomach when he suddenly disappears.

Amy stops mid-swing, but before she can realize what's happening, Shadow appears behind her and kicks her to the side.

She tumbles to the floor as Shadow grabs the blue emerald.

Amy struggles to get to her feet.

"Anybody else wanna give it a shot?" Shadow turns quickly to look at all of us again before noticing Marine.

"Hmph. I see you're back to normal I guess?" Shadow glances over the emerald, apparently noticing that we extracted the piece had put in Marine's eye to control her with. "Don't you miss being under my control?"

"No !" Marine shouts as she remains seated on the couch, restricted by her injuries.

"Well, you'd better get used to the idea, because you're going to be my assistant again." Shadow smirks at her. "You were the perfect little cover. Who in Station Square wouldn't trust a cute little raccoon girl like you, hmmm?"

"But Shadow, who was the other investor in the restaurant, and why did you even set up that whole scheme in the first place?" I ask him with much more confidence in my voice than I feel. "How did selling chao at a restaurant have anything to do with you getting the chaos emeralds?"

"Tails, for someone that's allegedly so smart, you can be a real moron sometimes." Shadow scoffs at me. "Are you actually that stupid or do you just not have any common sense?"

I feel insulted, but I'm not really sure how to answer the question. I look at him with a puzzled face.

"You really don't know do you?" He looks like he's about to crack up at my lack of being in the know about whatever it is he's talking about. "After the ARK incident, the government thought it would prevent future catastrophes from happening by keeping each of the emeralds in unique and far apart locations."

"Well I knew that much." I counter.

"And of course, who is our favorite government agent but our dear friend Rouge!" Shadow grins. "She knew the location of all of the emeralds except the silver one."

"You mean Rouge was helping you?" Cream shouts. "She's a traitor!"

"Ha! Not exactly." Shadow replies. "Rouge only looks out for herself."

"But she tricked us!"

"No, you let yourself be tricked. But I thought 'Why would Rouge know where all of the emeralds are except one?'" Shadow goes on. "And it hit me that the government of Station Square and G.U.N must not trust her."

"So your plan was to…." I begin, but still don't understand where Shadow is going with all this.

"The plan was to get government officials talking once they tried our new and exclusive restaurant. You know how a lot of those people are when you get them going about all the secrets they know and how important their positions are. They'd spill the beans to Marine about the location and how super top secret is was. Chao Down was set up pretty much to be an elite establishment where those super important types would feel safe and admired. Then, Marine would report back to me and G.U.N. would be none the wiser."

"But then they'd suspect it was me that stole the emerald when it turned up missing!" Marine yelps.

"All part of the plan my dear!" Shadow smirks at her sickeningly.

"But who was the other investor that never showed up that night?" Cream demands.

"Rouge of course." Shadow says plainly, as if we should've somehow figured that out. "For cover of course. The government thought she was checking the place out to make sure it wasn't a cover for illegal gambling, but she was in it solely to profit for herself."

"Shadow, you're despicable. What would Maria think of you if she saw you now?" I ask him forcefully.

He turns and narrows his heated red eyes.

"How dare you speak her name in front of me?" He says coldly.

"It's a fair question, isn't it? What would she say, seeing you turned into a power hungry maniac like this?"

"Maniac, huh? I'll show you a maniac!"

I freeze as Shadow sprints toward Cream, but she ducks out of the way as he dives for her.

He's quickly on his feet again as Cream waits for him to the make the first move.

Shadow disappears.

I quickly twist my tails together and burst through the air toward her.

Shadow remerges right behind her.

My tails make a direct hit on Shadow as he tumbles toward the floor, but Cream deftly grabs him to prevent him from falling.

She knees him in the stomach, causing him to lose his grip on the emerald.

It tings loudly as it hits the hardwood floor of Amy's apartment.

Shadow doubles over in pain as he collapses to the floor with a thud.

Marine struggles toward the emerald, but manages to grab it.

Amy shields her as they move toward the doorway by Tikal.

Cream and I stand tensely by each other as we look at Shadow struggling to move.

"What do we do Tails? We can't just leave him here. He'll come after us again." Cream says.

"Let me handle this." Tikal says gently as she steps between us.

Shadow groans in pain as she removes the sky blue square from her headband.

"Chaos should not be unified by fierceness alone. The power enriched by a pure heart knows not only strength but compassion and a willingness to serve others."

Tikal flings the stone at Shadow.

It connects with his back and causes Shadow to be engulfed in a field of crackling blue and white electric waves.

"Gahhnnnnnahhhh!" Shadow yells as the energy field continues to surround him.

"Shadow!" Tikal commands intently. "You do not deserve to possess a chaos emerald because you do not understand what true power is."

"What…would…you…know…gahhhnn" Shadows grimaces fiercely as he continues to be shocked by the energy field. "About…true…power?"

"Shadow! I have heard you speak fondly of this Maria you seem to care about so much. Did you not love her?"

Shadow's eyes open wide as he hears Tikal's question.

The blue and white bolts seem to lessen as Shadow considers what Tikal has said.

"It is obvious that you did love this Maria, whether or not you will admit it." Tikal says, sounding almost mournful. "The heartstone's effect on you is lessening because your heart is feeling true emotion now Shadow."

"But…" Shadow begins. "How can I ever see Maria again...if I don't have the power…of the chaos emeralds?"

The energy field has now died out completely as Shadow lies on the floor, his eyes staring toward the ceiling.

"Shadow…" I hear Cream say softly as she walks toward him.

His eyes don't waver as he continues to stare beyond her.

Cream kneels beside him.

"Shadow…you won't be able to see Maria again in this life…but in the next…I'm sure she's in Heaven…waiting on you."

Cream takes her hand and gingerly brushes it across Shadow's cheek.

Shadow abruptly turns and stares at Cream in shock.

"Hea-ven." Shadow struggles to say the word as if it's crossing his lips for the first time.

"She's probably even watching you right now, wishing you'd stop worrying about her since she's in a better place."

"But I…I miss her…" Shadow eyes are almost wavering as he continues to look at Cream.

"I'll bet you do. Everyone has someone they care about" I feel my heart race as Cream turns to look at me briefly as she replies. "And someone they miss…a lot."

She closes her eyes briefly as she reminisces about someone.

"But you should honor them by living your life in a good and honest way. Help others and lessen their pain and struggle whenever you can. By doing that, you'll honor Maria's memory and it will help pass the time until you can see her again."

"If that's what it takes, then that's what I will do." Shadow says solemnly. "I will dedicate the rest of my life to honoring Maria's memory, rather than trying to find a way to bring her back."

"Well, that's great and all, but you're gonna help clean up the mess you've made of my cottage too!" Amy snaps.

We all share a short laugh.

Shadow gets to his feet and steps firmly toward me.

"Tails, I trust I can leave these with you?" Shadow holds out his hands and causes the other five chaos emeralds he possessed to appear.

"I'll take good care of them." I tell him sternly as I take them from him and cradle them against my chest.

Marine hands me the dark blue emerald as well.

I set them aside as we all help clean up what we can of Amy's house.

Afterwards, Shadow heads toward the door, but stops as he looks outside.

The midday sunlight is bright and hot as we join him by the door.

"Shadow…you okay?" Cream asks him as she steps beside him.

"Yes…" He turns and looks at the rabbit, standing almost a head shorter than him.

"Good…let me know if you ever wanna talk, or if you need anything." She tells him. "And hey, maybe you could drop by for a karate class? That way, I won't be able to beat you up so easily in the future."

Cream gives a fake evil laugh.

Shadow smirks at her.

"I could even set you up with a chao that you could raise or keep at the garden downtown below my apartment."

"Maybe…" Shadow says softly as he looks out over the thick grass and wildflowers wavering in the wind outside.

"Maybe?" Cream whispers as she leans up and kisses Shadow on the cheek.

Shadow's head snaps around as her lips make contact.

I feel a little shocked myself at Cream's actions as I see a blush creeping across Shadow's tan colored muzzle.

"Yep, his heart's pure now after all. He's blushing." Cream confirms as she smiles at him.

"What time does class start?" Shadow asks her.

"Ten o'clock sharp, Monday morning."

Shadow gives her a short smile as he heads out the door, sprinting down the mountainside.

Cream looks out after him for a second before closing the door and walking back into the den to sit beside me.

"Tikal, that was amazing! I didn't know you could paralyze Shadow like that!" Amy exclaims as we all look at the orange echidna.

"It was nothing. I just never suspected the heartstone would be effective on Shadow, but it was obvious that his heart was heavily burdened by all the feelings he has kept inside for so long."

"I hope he can find happiness here somewhere, and that he won't have to wait until he sees Maria again." Marine comments.

"Ya know Marine, he could be your type. He is the loud and obnoxious after all!" I can barely finish my sentence before busting out laughing.

"Oooi mate! Where do you get off saying something like that? I'm not loud! I'm as nice as can be! I'm kinder than a koala with a mouth full of eucalyptus!" Marine shouts back.

We all laugh uncontrollably, nearly falling off the furniture at times.

"But Tails, aren't you worried Cream might have a little crush on Shadow there?" Amy taunts me as she narrows her eyes at me. "She was getting awfully mushy with him earlier."

"Huh? Umm…well…it's no big deal…I mean…" I rub the back of my head as I try to hide my embarrassment.

Truth be told, I was a little jealous when she kissed Shadow on the cheek, even though I shouldn't have been? Right?

"Amy!" Cream huffs as she stares at her.

"What Cream? I thought you were gonna ask Shadow to marry you there for a minute."

"Amy…I care about Shadow. I care about all of you guys." Cream says seriously as she nervously plays with the folds of her black skirt and top. "Because you're all worth caring about."

"Awww…." Marine jokes.

We all bust up laughing again.

"But…" Cream laughs somewhat evilly again.

"I love Tails because he's worth loving…for so many reasons."

She promptly tackles me to the couch and kisses me deeply.

I hear the girls laugh and as they see me squirm. I finally relax and relish the warmth and happiness of Cream's kiss.

She pulls back and stares at me deeply for a few seconds, as if we're the only ones in the room.

She grabs my arm and yanks me up as we sit side by side again.

I feel myself blush as Amy, Tikal, and Marine giggle uncontrollably.

"I can see why Cream likes you Tails." Tikal comments as she points over toward the chaos emeralds by the door. "You've got lots of bling!"

Even I can't help but descend into a fit of laughter at Tikal saying that.

"What're you going to do with those chaos emeralds Tails?" Amy asks. "There's no way the government'll let us keep them when they find out what Shadow was up to."

"I dunno…" I answer thoughtfully, as I hadn't considered what to do with them at all. "I do like the idea of keeping each of them separate from the others though. That way it would at least take time for someone trying to get them to collect them all."

They all nod in agreement at my suggestion.

"Maybe…I could keep one, and Amy, you could keep one. Then there'd be one for Cream, one for you Marine, one for Sonic, and even one for Shadow."

"And he won't be corrupted by being around a chaos emerald again?" Amy questions, turning to Tikal.

"No, and that's why I can't possess an emerald myself. I serve as a protector and defender of the chaos. But since Shadow's heart is now pure, he won't be negatively influenced by an emerald's power." Tikal explains.

"And the seventh emerald?" Marine inquires.

"I dunno. Maybe it's better if we don't know where it is?" I suggest.

For the time being, we all decide to split up the emeralds with me hanging onto Shadow's and Sonic's until I see them again.

We all say our goodbyes and thank Amy again for helping us escape from Cream's apartment complex earlier.

At Amy's insistence, Marine stays at her cottage to recover a little longer.

Tikal heads out on further up the mountain.

She told us she had some things to reflect on that she hadn't thought about before today.

Cream and I walk at a slow pace on a dirt road back toward Station Square.

"Have I told you lately how amazing you are?" I ask her as little pebbles on the path crunch beneath our feet.

"Wha do you mean?" She laughs a little as she replies.

"What you told Shadow about happiness and having a purpose to his life. That was really profound. And sweet." I tell her honestly. "I'm glad to know you care about me, Cream."

She giggles again slightly.

"You're easy to care about Tails, I told you that." She responds. "But it's true. It can be painful when you spend so much time dwelling on the ones you lost. I remember when my dad died…"

The gravel crunches loudly as I stop instantly.

"You never told me that." I tell her firmly.

"I've never told anyone that. Only me and my mom..."

I see Cream starting to cry a little.

I step toward her and, unsure of myself, hesitantly wrap my arms around her.

She looks up at me with tearful eyes but a soft smile.

"It was really hard, because part of you kinda dies when someone you care about passes away, but…"

She presses her head against my shoulder and sniffles.

"It's still tough to think about, but having other people to love…and that love you in return…" She pulls back and looks at me. "Makes it not so tough."

Part of me is shocked that Cream has never talked to me or anyone about her dad, but I can understand why. Losing someone is an unimaginably tough thing to go through.

Cream starts to unwrap her arms from around my waist and begin to walk again, but I pull her back.

"I do love you Cream." I tell her softly, trying to keep myself from crying too. "And I always will."

**The End**

**Author's Note: **I hope you guys have enjoyed this story. It was a lot of fun to write. I apologize if some of the things in Chapter 5 were disappointing, didn't make sense, or seemed kind of all over the place. Or if the ending was a little cliché. Figuring out how to end this story was kind of tough. I hope you guys liked it.

As always, comments, suggestions for future stories, and any feedback is greatly appreciated! I hope it wasn't too mushy and that the action scenes were decent enough. Thanks again for reading! I really appreciate it!


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